DELL OEM PARTNER PROGRAM AGREEMENT
This Dell OEM Partner Program Agreement (“Agreement”) is entered into as of the signature date (the “Effective Date”) by and between
Dell Marketing L.P. (“Dell”) and the participant identified below (“Partner”, “you” or “your”). By participating in the Dell OEM Partner
Program (“Program”), you agree to be bound by and comply with the Agreement.
The Agreement consists of the attached Terms and Conditions and the attachments identified below:

Attachment 1: Dell OEM Partner Program Requirements and Benefits (U.S. & Canada)

Attachment 2: Guidelines for OEM Opportunity Registration (U.S. & Canada)

Attachment 3: Dell OEM Partner Program Logo Usage Terms and Conditions (U.S. & Canada)

Attachment 4: Dell OEM Premier and Preferred Partner Return Policy (U.S. only)(not applicable to OEM Registered Partners)

Attachment 5: Dell Campaign Builder and Dell Image Bank Terms and Conditions (U.S. & Canada)
By signing below, Partner represents that it has read, understood, and agreed to the terms and conditions in the Agreement and that it has
the authority to execute the Agreement.
AGREED AND ACCEPTED:
PARTNER (FULL COMPANY NAME):
SIGNATURE:
PRINTED NAME:
TITLE:
DATE:
Page 1 of 15
TERMS AND CONDITIONS (U.S. & CANADA)
1. ELIGIBILITY. Throughout your participation in the Program, you (a) must be a current Dell OEM Solutions customer and in compliance
with all of your contracts with Dell, including without limitation, this Agreement and all of the other agreements referred to in Section 18
below; (b) maintain good credit standing with Dell; (c) maintain a current partner profile including yearly updates and prompt notification
to Dell in writing of any change that may affect your participation or membership level; and (d) meet other criteria required by Dell,
including requirements which may be found in Attachment 1. This Program is not exclusive, and Dell may authorize any qualified third
party to participate in the Program.
2. APPOINTMENT. Subject to your compliance with this Agreement, you may resell Dell products and services to OEM Customers as
authorized by Dell in writing, after you have added value to the Dell products and services through the addition of hardware, software, or
services. Approval by Dell shall not be deemed from the sale of Dell products and services to you. “OEM Customer” or “OEM” means an
Original Equipment Manufacturer that (a) embeds or bundles Dell products (Dell-branded, OEM-ready) in or with OEM’s proprietary
hardware, software, or other intellectual property, resulting in a specialized system or solution with industry- or task-specific functionality
and (b) resells such specialized systems or solution under OEM’s own brand. This Agreement is not exclusive. Dell may market and sell
(directly or through third parties) Dell products and services to anyone, including OEM Customers, without any obligation or liability to you.
3. PARTNER PORTAL ACCESS. Your use of the Partner Portal is subject to this Agreement; Dell’s U.S. Site Terms located at
http://www.dell.com/content/topics/global.aspx/policy/en/policy?c=us&l=en&s=gen&~section=007 or Dell Canada’s Terms of Use located
at http://www1.ca.dell.com/content/topics/reftopic.aspx/gen/en/policy?c=ca&l=en&s=gen&~section=007, as applicable; and, any
additional terms within the Partner Portal that are applicable to the Program. You will create an online password that will allow you to
access the Partner Portal. You are responsible for keeping your password confidential. Dell recommends that you change your password
regularly. You will be responsible for all transactions registered to your account. If you believe an unauthorized transaction has occurred in
your account, please notify your Dell sales representative. You will not grant any third-party access to the Partner Portal without prior
written approval by Dell.
4. PARTNER LISTING. Dell may make available a partner-locator tool to help the public search for a Dell channel partner. You hereby
authorize Dell to include your profile and information in the partner-locator tool, including your company name, address, telephone
number, contact names, web address, membership level, and capability and offerings. You agree to maintain a current profile in the
partner-locator tool. You further agree all information provided in your profile is accurate, true, and complete. Dell may terminate your
participation or remove your profile from the tool if any of the information provided is inaccurate, false, out of date, or incomplete. Dell
reserves the right to change or discontinue the partner-locator tool at any time.
5. PARTNER COMMUNICATIONS. In order to provide the best partner experience, Dell will contact you regarding Dell offers, promotions,
news, and information related to the Program (“Partner Communications”). Your election to participate in the Program constitutes your
agreement and consent to opt in to receiving Partner Communications.
6. ERRORS & AVAILABILITY. Dell is not responsible for any errors in transmission that may occur prior to our receipt of the
transmission. You acknowledge that the security procedures used in the Partner Portal are for the purposes of authentication of a
transmission, and not to detect error. In addition, there may be a delay between the time you send a transmission to Dell and the time Dell
receives it. All transmissions are considered received by Dell only when actually received by Dell. Dell is not responsible for any delays
between the time you send a transmission and the time Dell receives it. Access to the Partner Portal may be unavailable without notice at
certain times, including, without limitation, when systems require maintenance or upgrades, or in the case of unforeseen circumstances
such as earthquakes, fires, floods, terrorism, war, riot, computer virus or bugs, computer failures, interruptions in telephone service, or
electrical outages. Dell will not be liable for the unavailability of service or for any damages that may result from such unavailability.
7. CONFIDENTIALITY. The term “Dell Confidential Information” means any confidential or proprietary information pertaining to or
provided by Dell, including, without limitation, product and roadmap information, pricing, marketing incentives and plans, customer and
supplier data, Lead Information, financial and technical information, and other business information including, but not limited to, software
and documentation, business processes, strategies, information related to the Program, the Partner Portal and all non-public data
contained in the Partner Portal, deal registration, and partner training, whether such information is in written, oral, electronic, websitebased, or other form. You will keep all Dell Confidential Information strictly confidential for a period of three years after the termination of
this Agreement, using at least the same degree of care as you use to protect your own confidential information, but no less than
reasonable care. Notwithstanding anything to the contrary in this Agreement, your confidentiality obligations with respect to personallyidentifiable information and Dell trade secrets shall never expire. You may not disclose Dell Confidential Information to any third party
without Dell’s prior written consent. You may share Dell Confidential Information with only your employees who have a need to know and
who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement. These
confidentiality obligations do not apply to any Dell Confidential Information that (a) you can demonstrate was in your possession before
receipt from Dell; (b) is or becomes publicly available through no fault by you; or (c) you rightfully received from a third party without a
duty of confidentiality. If you are required by a government body or court of law to disclose any Dell Confidential Information, you agree to
give Dell reasonable advance notice so that Dell may contest the disclosure or seek a protective order. You may use the Dell Confidential
Information solely for the purpose of, and in connection with, your business relationship with Dell. No license or conveyance of any rights
under any patent, copyright, trade secret, trademark or any other intellectual property right to Dell Confidential Information is granted
under this Agreement except the limited rights to use the Dell Confidential Information as expressly set forth in this paragraph. DELL
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
Page 2 of 15
MAKES NO WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE DELL CONFIDENTIAL INFORMATION. ALL DELL CONFIDENTIAL
INFORMATION IS PROVIDED “AS IS”. TO THE EXTENT PERMITTED BY LAW, DELL DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY
WARRANTIES AND CONDITIONS, AND ASSUMES NO LIABILITY TO YOU FOR ANY DAMAGES OF ANY KIND IN CONNECTION WITH THE DELL
CONFIDENTIAL INFORMATION OR ANY INTELLECTUAL PROPERTY IN THEM. Upon Dell’s written request, you will promptly return all Dell
Confidential Information, together with all copies, or certify in writing that all such Dell Confidential Information and copies thereof have
been destroyed. You acknowledge that damages for improper disclosure of Dell Confidential Information may be irreparable and that Dell
shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or
in equity. You agree to adhere to all applicable United States, Canadian, and foreign export control laws and regulations and will not export
or re-export any technical data or products, to any proscribed country listed in the U.S. Export Administration regulations, or foreign
national thereof, unless properly authorized by the U.S. Government. Notwithstanding any separate confidentiality agreement you may
have with Dell, you agree that information related to your business with Dell and any other information you provide to Dell (including but
not limited to personally identifiable information, deal registration, referrals, and subprograms) may be accessed and used by Dell and Dell
Affiliates (and by Dell Distributors, if Dell transfers your account or business to be handled by such Dell Distributor) and their employees
and contractors for sales and marketing purpose and for any purpose related to the Program or the relationship between you and Dell (and
Dell Distributors, if applicable). You represent and warrant that you have obtained the necessary approvals to permit such access and use
of the information by Dell and Dell Affiliates. “Dell Affiliates” means Dell Inc. and any direct or indirect subsidiary of Dell Inc.
If Dell elects to provide a customer lead to you, then by accepting or using customer lead and the personal and business information
pertaining to such customer lead (“Lead Information”) you agree to (d) use Lead Information solely in connection with the marketing or
sales campaign for which the Lead Information was provided and then only for the purpose of marketing Dell products and services, (e)
manage Lead Information in accordance with applicable privacy laws and this Agreement, (f) maintain industry standard physical,
organization and technical processes and procedures to protect any unauthorized access to Lead Information, and (g) notify Dell promptly
after becoming aware of any unauthorized access to, or loss of, Lead Information. For Dell Distributors, “Lead Information” shall include
reseller lead information.
8. ADMINISTRATION. You will maintain true, accurate and complete accounting books and records regarding your activities under this
Agreement. At any time Dell may audit your compliance with the Program or this Agreement, and may verify any reports or claims you
submitted. Dell may deny any claim that it believes, in its sole discretion, does not conform to Program rules, including, without limitation,
this Agreement. Dell may, without prior notice, immediately suspend or terminate your participation in the Program if you submit
inaccurate, incomplete, or fraudulent claims or information or if you engage in activities that may cause damage, embarrassment or
adverse publicity to Dell, or any of its officers, directors or employees. Dell’s records and systems shall be authoritative and conclusive for
purposes of determining your eligibility and Program benefits and for performing any computation under the Program. Dell reserves the
right to interpret the rules of the Program in its sole discretion. All decisions made by Dell are final.
9. COMPLIANCE.
9.1 You will comply with all terms (and update thereto) posted to the Partner Portal that are applicable to the Program, including, without
limitation, the following:
 Guidelines for OEM Opportunity Registration (Attachment 2)
 Dell OEM Partner Program Logo Usage Terms and Conditions (Attachment 3)
 Dell OEM Premier and Preferred Partner Return Policy (not applicable to OEM Registered Partners)(Attachment 4)
 Dell Campaign Builder and Dell Image Bank Terms and Conditions (Attachment 5)
9.2 You agree that Dell’s trademarks, service marks, trade or company names, product and service identifications, internet
domains/internet addresses, logos, artwork, and other symbols and devices associated with Dell, Dell Affiliates, and Dell’s products and
services (the “Dell Marks”) are and shall remain Dell’s property. You acknowledge that any provided images and artwork of Dell products
and services are copyrighted by Dell and you will not alter these images or use them outside of the context in which they were provided to
you. You may not register or use any domain name or business name containing or confusingly similar to any name or mark of Dell’s.
Without limiting the foregoing, you agree that you will not use the Dell Marks in search engine advertising, either as a keyword or in
advertisements appearing on search engines or in email addresses, without Dell’s prior written permission.
9.3 Business Conduct. You will comply with all applicable federal, state, provincial and local laws and regulations governing your
participation in the Program. In addition, at all times you shall conduct business in a manner which reflects favorably on the products,
services, and goodwill and reputation of Dell. In your marketing and sales of products and services, you will conduct your business in an
ethical manner and avoid any business practices that may be perceived as deceptive, misleading, or otherwise improper. In connection
with marketing activities related to Dell products or services, you will comply with all applicable marketing communication laws and
regulations, such as but not limited to the U.S. CAN-SPAM Act of 2003 and Canada’s Anti-Spam Law.
9.4 Anti-Bribery. At Dell, we are committed to winning business only on the merits and integrity of our products, services and people. We
do not tolerate bribery or corruption, regardless of where we are located or where we do business. As used herein, “Anti-Corruption Laws”
means the anti-corruption or anti-bribery laws in effect in jurisdictions where you market or sell Dell products or services, and AntiCorruption Laws specifically include the Foreign Corrupt Practices Act of the United States and, if you conduct business in Canada, the
Corruption of Foreign Public Officials Act of 1999.
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
Page 3 of 15
9.4.1 The parties agree to comply with the Anti-Corruption Laws. Each party acknowledges that the Anti-Corruption Laws prohibit the
following, and each party agrees that it will not engage in the following acts in connection with this Agreement,
A. offer, promise, or give any financial or other advantage to any persons (public or private): (i) in order to induce a person to
improperly perform a relevant function or duty; (ii) to reward a person for such improper activity; or (iii) where the person knows or
believes that the acceptance of the advantage is itself an improper performance of a function or duty, or
B. offer, promise, or give any financial or other advantage to a public official, either directly or through a third party intermediary, with
the intent to obtain or retain business or an advantage in the conduct of business by either (i) influencing the official in his official capacity,
(ii) inducing such foreign official to do or omit to do any act in violation of his lawful duties, (iii) securing any improper advantage; or (iv)
inducing the official to use his influence with a government or instrumentality thereof to affect or influence any act or decision of such
government or instrumentality.
9.4.2 In the event that you subcontract the provision of any element of this Agreement to any person, or receive any services in
connection with your performance of this Agreement from any person (each such person being an "Associated Person"), you shall impose
upon such Associated Person anti-corruption obligations that are no less onerous than those imposed in this Agreement. You agree to
apply the requirements of Section 9.4.1 (or no less restrictive terms) to any agreement you enter with any party for the resale or
distribution of Dell products or services.
9.4.3 you represent that, as of the effective date of this Agreement, you and your officers or employees have not been convicted of any
offense involving bribery, corruption, fraud or dishonesty.
9.4.4 You shall (a) maintain, throughout the duration of dealings between you and Dell, your own anti-corruption policies and
procedures, including without limitation, adequate procedures and training designed to ensure that you and your Associated Persons
comply with the Anti-Corruption Laws; (b) provide a copy of such policies and procedures to Dell on request; and (c) monitor and enforce
such policies and procedures as appropriate. You will provide information, documentation and reasonable assistance to Dell and its
authorized representatives for purposes of ensuring your compliance with the Anti-Corruption Laws or to support an inquiry or
investigation of a suspected violation of those laws.
9.4.5 A party may suspend its performance under this Agreement if it has reasonable belief the other party breaches, or if the other
party refuses to provide information to confirm its compliance with, this Section 9.4 of the Agreement.
10. INDEPENDENT CONTRACTORS. You and Dell are independent contractors and shall have no authority to bind the other. Neither this
Agreement nor your participation in the Program shall be deemed to create a partnership, agency, joint venture, franchise, or other similar
arrangement, and the employees, agents, or representatives of one party shall not be deemed to be employees, agents, or representatives
of the other party. You acknowledge that use of the term “partner” in the Program name, materials, and administration does not
constitute or imply a partnership or any other fiduciary relationship.
11. WARRANTY DISCLAIMER. DELL MAKES NO WARRANTIES AND SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH
RESPECT TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, TOOLS, AND OTHER MATERIALS RELATED TO OR
PROVIDED UNDER THE PROGRAM), EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. YOU UNDERSTAND THAT THE
PROGRAM DOES NOT GUARANTEE THAT YOU WILL MAKE ANY SALES OR PROFITS.
12. INDEMNIFICATION. To the fullest extent permitted by law, you shall indemnify, defend, and hold harmless Dell, Dell Affiliates, and
their respective successors and assigns from any claim, demand, cause of action, debt, or liability (including reasonable attorney or legal
fees, expenses, and court costs) arising from (a) your breach of this Agreement or (b) your conduct related to the Program.
13. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY AND THAT
YOUR PARTICIPATION HAS NOT BEEN REQUIRED BY DELL AS A CONDITION OF PURCHASING PRODUCTS OR SERVICES FROM DELL.
IN NO EVENT SHALL DELL BE LIABLE FOR ANY LOSS OF BUSINESS, INCOME OR PROFITS, OR FOR LOST OR CORRUPTED DATA OR
SOFTWARE. IN ADDITION, DELL SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, RELIANCE, EXEMPLARY,
INCIDENTAL, OR INDIRECT LOSS OR DAMAGES. IN NO EVENT SHALL DELL’S AGGREGATE LIABILITY FOR ALL CLAIMS EXCEED $500 (US
DOLLAR). THESE LIMITATIONS OF LIABILITY SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR
OTHER THEORIES, AND WHETHER DELL KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING
ANYTHING IN THESE TERMS AND CONDITIONS, THE REMEDIES SET FORTH IN THESE TERMS AND CONDITIONS SHALL APPLY EVEN IF
SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
14. DISPUTE RESOLUTION-ARBITRATION. The parties will attempt to resolve any claim, dispute, or controversy (whether in contract, tort
or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort and
equitable claims) between you and Dell, its agents, employees, principals, successors, assigns, or affiliates (collectively for purposes of this
paragraph, "Dell") arising from or relating to the Program, this Agreement, their interpretation, or the breach, termination or validity
thereof, Dell’s advertising, or any related purchase (each a "Dispute") through face-to-face negotiation with persons fully authorized to
resolve the Dispute or through mediation utilizing a mutually agreeable mediator. If the parties are unable to resolve the Dispute through
negotiation or mediation within a reasonable time after written notice from one party to the other that a Dispute exists, the Dispute SHALL
BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION administered by the International Institute for Conflict Prevention and
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
Page 4 of 15
Resolution (CPR), the American Arbitration Association (AAA), or JAMS (for Canadian partners, arbitration will be at ADR Chambers
pursuant to the general ADR Chambers Rules for Arbitration located at www.adrchambers.com). Arbitration proceedings shall be governed
by this Dispute Resolution – Arbitration section and the applicable procedures of the selected arbitration administrator in effect at the time
the claim is filed. The arbitration will be limited solely to the individual dispute or controversy between you and Dell. You agree to
arbitration on an individual basis. Where enforceable, NEITHER YOU NOR DELL SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY
OR AGAINST OTHER PARTNERS OR RESELLERS, OR ARBITRATE ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE
ATTORNEY GENERAL CAPACITY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be
severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). The arbitration hearing
shall take place in Austin, Texas (unless the arbitrator orders otherwise), and will be governed by the United States Federal Arbitration Act
to the exclusion of any inconsistent state laws. The arbitrator shall base its award on the terms of any written Agreement(s), and will follow
the law and judicial precedents that a United States District Judge sitting in the Western District of Texas would apply to the Dispute. (For
Canadian entities: the arbitration hearing shall take place in Toronto, Ontario (unless the arbitrator orders otherwise), and will be governed
by the Arbitration Act of Ontario and the applicable laws of Ontario and Canada). The arbitrator shall render its award in writing and will
include the findings of fact and conclusion of law upon which the award is based. Judgment upon the arbitration award may be entered by
any court of competent jurisdiction. For information on CPR, call (212) 949-6490; on AAA, call (800) 778-7879; on JAMS, call (800) 3525267. Notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary
restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, although the
merits of the underlying Dispute will be resolved in accordance with this Dispute Resolution – Arbitration section.
15. GOVERNING LAW. The parties agree that this Agreement, or any claim, dispute, or controversy (whether in contract, tort, or
otherwise, whether preexisting, present or future, and including statutory, common law, and equitable claims) between you and Dell based
upon, arising from, or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships that
result from this Agreement, Dell's advertising, or any related purchase shall be subject to and governed by the laws of the State of Texas (or
for Canadian entities, the province of Ontario), without regard to its conflicts of laws rules.
16. MODIFICATIONS. Dell reserves the right to modify the Program, including, without limitation, the eligibility requirements, Program
benefits (including any discounts and pricing), and this Agreement, at any time without prior notice. If Dell elects to provide notice, Dell
may notify you of the modifications via the Partner Portal or e-mail. If any modification is unacceptable to you, your sole recourse is to
terminate your participation in the Program. If you continue to participate in the Program, such participation will constitute your binding
acceptance of the changes and your consideration supporting any such modification. Any disputes arising before a modification is made
shall be governed by the Dispute Resolution-Arbitration clause (see Section 14) applicable at the time the dispute arose. No oral
modifications are permitted under this Agreement and you agree not to rely upon any oral representations made at any time.
17. TERMINATION. You may withdraw from the Program at any time by notifying Dell in writing. Dell may suspend or terminate your
participation in the Program, in whole or in part, without prior written notice, for any breach of this Agreement or for any attempt to
impair the integrity of the Program as determined by Dell – in such event, Dell is not obligated to provide any benefits related to or arising
from the cause of such suspension or termination. In addition, Dell, in its sole discretion, may at any time terminate the Program in whole
or in part, for all participants, or for you alone, with or without cause, without prior written notice. All provisions that by their nature are
intended to survive the termination shall survive. Each party accepts the risk of termination by the other. On termination, neither party
will have any claim against the other for the investment it may have made in the relationship established under this Agreement or in
anticipation of the sales and other revenue to be gained because of it.
18. PRECEDENCE. Your purchase of products, software and services from Dell that you resell or intend to resell to others shall be subject
to and governed by the then-current Reseller Terms of Sale, which can be found at www.dell.com/resellerterms. If you have a separate
written agreement with Dell that specifically applies to such purchase, such separate written agreement is supplemented by the Reseller
Terms of Sale. To the extent there are any conflicting provisions regarding your purchase, the terms of this Agreement shall prevail and
control, followed by your separate written agreement (if any), and last the Reseller Terms of Sale.
19. MISCELLANEOUS. You may not assign this Agreement, or any benefits due to you under the Program, to any third party without the
express written consent of Dell. If any provision herein is void or unenforceable, you and Dell agree to delete such provision and agree that
the remainder of the Agreement will continue to be in effect. Dell’s failure to enforce your strict performance of any term herein will not
constitute a waiver of Dell’s right to subsequently enforce such term or any other term of this Agreement. The entire relationship between
you and Dell is defined in this Agreement and any other applicable agreement as described in Section 18. Both parties expressly disclaim
any reliance on any oral statements, representations, or courses of conduct, including any right to continue to participate in the Program
other than as provided in Section 17. The parties confirm that it is their wish that this Agreement, as well as other documents relating to
this Agreement, including all notices, have been and will be drawn up in the English language only. Les parties aux présentes confirment
leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédiges en langue
anglaise.
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
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Dell OEM Partner Program Agreement
Attachment 1
DELL OEM PARTNER PROGRAM REQUIREMENTS (U.S. & CANADA)
OEM Premier Partner
OEM Preferred
Partner
OEM Registered
Partner
A valid reseller certificate
Required
Required
Required
An active company website
Required
Required
Required
Complete a partner profile and application
Required
Required
Required
Established record of customization/OEM-service capability
Required
Required
Required
Established resources to support OEM/embedded customers
(engineering, consulting, project management, business
development)
Required
Required
Required
$20M and minimum
20% of purchases are
Dell OEM Products
and Services2
$5M and minimum
20% of purchases are
Dell OEM Products
and Services2
$1M3
10
5
Not required
Required
Not required
Not required
2 or more
certifications
1 or more
certifications
Not required
Completion of Dell OEM Solutions training course
Required
Required
Must complete within
30 days of becoming
Registered Partner
OEM Partner logo displayed on Partner’s website
Required
Not required
Not required
Competency Requirements
Partner Commitment
Minimum purchase of products and services during previous
four rolling quarters1
Minimum number of active OEM customers
Resources dedicated to Dell OEM solutions (e.g., sales,
technical, business development)
Certifications4
1
USD or equivalent. Tax and shipping do not count toward purchase minimum. Purchases must be made from the Dell OEM Solutions group. Minimum
purchase requirements are based either on annual run rate or actual revenue over a 12-month period based on prior four quarters of revenue performance
and may be reviewed quarterly.
2
“Dell OEM Products and Services” refers to OEM Ready, OEM Custom, XL, and Optiplex XE products; related services; and, any other product or services
Dell may designate as qualifying purchases.
3
In its sole discretion, Dell may allow an applicant to meet this requirement by providing a written plan and demonstrating to Dell’s satisfaction that it can
establish, within the first two quarters of being admitted as a Registered Partner, an opportunity pipeline to meet the minimum purchase requirement on an
annual run rate.
4
Dell partner program certifications, e.g., Server, Networking & Security, Storage, Systems Management, or Cloud Services and Solutions. Certification must
be attained by the Partner’s OEM or Embedded business group that is participating in the OEM Partner Program.
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
Page 6 of 15
DELL OEM PARTNER PROGRAM BENEFITS5 (U.S. & CANADA)
Premier Partner
Preferred Partner
Registered Partner
Partner portal



Deal registration program



Employee purchase program


Dell OEM account team engagement model



Access to dedicated partner functional resources – e.g., sales
support, technical support



Product return rights6


Potential access to Dell-generated leads


 (higher priority)

Net 45
Net 30
Net 30
Access to Campaign Builder for co-marketing materials



Access to Image Bank



Access to Online Publisher (Webcollage)


Access to Dell OEM social media community


OEM Marketing team support

Limited
Case study collaboration

Limited
Eligible for Premier Partner rebate

Sales Support
Potential access to demo units
Financing terms (subject to credit approval)
Marketing & Operational Support
Potential access to marketing development funds
 (higher priority)

Potential participation in customer/partner advisory council
 (higher priority)

Invitation to select Dell corporate events
 (higher priority)

Potential access
Potential access


Flexible partner and customer financing programs
Access to Dell Solutions Centers online demos



5
Benefits will commence on the first business day of the first full Dell fiscal quarter following your admission into the OEM Partner Program.
6
Return rights are subject to and governed by the Dell OEM Premier and Preferred Partner Return Policy.
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
Page 7 of 15
Dell OEM Partner Program Agreement
Attachment 2
GUIDELINES FOR OEM OPPORTUNITY REGISTRATION (U.S. & CANADA)
Partner’s participation in OEM Opportunity Registration (“Registration Program”) shall be subject to and governed by these Guidelines for
OEM Opportunity Registration (“Guidelines”).
OEM Premier
Partner
OEM Preferred
Partner
OEM Registered
Partner
$100,000 USD/year
$100,000 USD/year
$100,000 USD/year
Registration Approval Period
180 days
120 days
60 days
Maximum Number of Concurrent Registrations
Unlimited
50
10
Minimum Opportunity Size
Additional terms and conditions:
1. Partner Eligibility. Only partners in U.S. and Canada who are and remain in good standing in the Dell OEM Partner Program may
participate in OEM Opportunity Registration (“Partner”).
2. Definition of Opportunity. As used herein and in Registration Program documents, “deal” and “opportunity” may be used
interchangeably and mean incremental business to Dell as a sales opportunity with a new OEM (as defined in the Agreement) or additional
sales of products or services with an existing OEM.
2.1. Each opportunity shall be specific to a discrete OEM project, solution, or design (“OEM Design”). Any material changes to the OEM
Design will require a new or separate deal registration. Whether a change is material will be determined by Dell in its sole discretion.
Material changes may include, but are not limited to, changing the hardware platform and changing the delivery model (e.g., an appliance
to cloud-service delivery model).
2.2. Each opportunity shall be for a discrete OEM Design in U.S. or Canada only. If Partner wishes to register an OEM Design for another
country, one or more regions, or worldwide, then Partner must submit an opportunity registration in each applicable country or region (if
and where deal registration is available) – such registrations are subject to separate terms and conditions and are governed by the
applicable country’s or region’s deal registration guidelines.
3.
Opportunity Eligibility. An opportunity is eligible for registration if it meets all criteria set forth above and in Sections 2 and 3.
3.1. The opportunity is not being pursued directly by Dell at the time the Partner submits the opportunity.
3.2. The opportunity is not registered by another Dell channel partner.
3.3. The opportunity is not the subject of an RFP, RFI or similar tender process that has been published or made public; provided, however,
that before such RFP, RFI or similar tender process has been published or made public, the Partner shall be eligible to register the
opportunity.
3.4. The opportunity’s total annual revenue of products and services to Dell must meet or exceed the Minimum Opportunity Size set forth
above. Opportunity size is determined before any taxes, shipping, handling, or other fees are applied. Only Dell products (Dell-branded or
OEM-Ready) and services purchased from Dell OEM Solutions business segment will be included in determining opportunity size. All other
products and services, including third-party products, are excluded from the opportunity size.
3.5. Only products and services intended for commercial use are eligible for registration, including but not limited to the following (Dellbranded or OEM-Ready): Optiplex, Latitude, Precision, PowerEdge, PowerVault, PowerConnect, Dell EqualLogic, Dell Compellent, Dell
KACE, and Dell Force10. Products and services intended for consumer or home office use are not eligible for registration, including but not
limited to Inspiron, XPS, Alienware, Vostro, Studio, Streak, Venue, and Venue Pro.
3.6. Before registering an opportunity, the Partner has made significant pre-sales efforts related to that opportunity, such as meeting with
the OEM’s decision-makers, qualifying the OEM Design, helping the OEM to quantify the project budget with Dell products or services, and
helping the OEM to define the project requirements to include Dell products or services. Partner must include a description of such efforts
in the Justification Statement in the deal registration tool. In addition, Partner must document such efforts, including proof of date and
time, to be provided to Dell on request.
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
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4. Registration Benefits. Subject to Section 8 below, if an opportunity is approved by Dell, Dell will not proactively engage in direct-sales
efforts for that opportunity with the applicable OEM. Notwithstanding the foregoing, Dell may send marketing and other promotional
materials regarding its products and services to the OEM (including its representatives) who is the subject of the registration.
5. No combinations. Each opportunity must represent a single, unique OEM Design with a single OEM customer. Partner may not
combine opportunities, projects or designs, or OEM accounts for any purpose.
6.
Registration Process.
6.1. Partner must submit the opportunity for review via the deal registration tool. The first Partner to submit an opportunity that meets
(as determined by Dell) all of the eligibility criteria specified in these Guidelines will receive an approved registration for that OEM Design in
U.S. or Canada (as applicable) only.
6.2. If an opportunity is approved, Dell will notify the Partner by e-mail. Dell strives to notify Partners of its decision within one to two
business days. Dell’s regular business hours are 8 a.m. (Central) to 5 p.m. (Central), Monday through Friday, excluding holidays.
6.3. If an opportunity is declined, Dell will notify the Partner by e-mail, and will include the reasons for such decision.
6.4. If an opportunity is approved, and a material change to the OEM Design is proposed, then Partner must submit a new registration for
the opportunity.
7. Approval Period. Partner must close an approved opportunity prior to the expiration of the Approval Period specified above. Partner
may request up to two extensions per opportunity. At its discretion, Dell may extend the Approval Period if sufficient justification exists.
8.
Exceptions.
8.1. Notwithstanding Section 4 above, Dell may in its sole discretion quote or bid for an opportunity in the following scenarios:
a.
If the OEM requests that Dell quote or bid on the opportunity;
b.
If the OEM has rejected the Partner’s quote or bid;
c.
If the OEM uses Dell online sources (such as Premier Pages) to receive pricing; or
d.
Any of the scenarios set forth in Section 8.2 below.
8.2. Notwithstanding Section 4 above, Dell may in its sole discretion deny, remove, rescind, suspend, or terminate the Partner’s
registration in the following scenarios:
a. If the Partner is not actively working the opportunity (for example, by failing to respond to the OEM’s or Dell’s communications)
or is not providing updates to Dell on the opportunity;
b.
If the Partner does not lead with or quote Dell products or services identified in the registration form;
c.
If the Partner does not close the opportunity within the Approval Period specified above, and no extension has been granted;
d. If the Partner is not able to fulfill the opportunity, in whole or in part (for example, by failing to have sufficient credit available for
the opportunity or inability to perform services associated with the opportunity);
e.
If the Partner has been placed on collections hold by Dell;
f. If the Partner is in breach of the Agreement, or if the Partner has engaged in any activity that impairs the integrity of the Dell
OEM Partner Program as determined by Dell;
g. If Dell is under a legal or contractual obligation to quote or bid on the opportunity, or if failure to quote or bid on the opportunity
could subject Dell to legal liability (as determined by Dell);
h. If, prior to Dell’s approval of the opportunity registration submission, the Partner communicates to the OEM any confidential
information about the Registration Program;
i.
If the Partner registers or attempts to register the same or substantially same opportunity under both the PartnerDirect Program
and this Registration Program; or
j.
For any other reason as Dell shall determine in its sole discretion.
9. Exclusive Remedy. In the event that a Dell sales representative knowingly violates the terms of this Registration Program (for
example, by actively pursuing an approved registered opportunity where no exception provides for a Dell direct quote or bid), the Dell sales
representative will be subject to forfeiture of his or her commission for that opportunity. The preceding sentence shall be the sole remedy
provided to the Partner that received approval for that opportunity; the Partner shall not be entitled to any other remedy.
Notwithstanding the above, if the Partner failed to comply with these Guidelines, then the Partner shall not be entitled to any remedy.
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
Page 9 of 15
10. Disputes. Partner must submit any and all disputes, whether with Dell or another partner, arising from this Registration Program to
OEM_Deal_Registration@dell.com, including a written description of all issues and alleged harm, prior to commencing any legal proceeding
or formal dispute-resolution procedure. The dispute-resolution provision in the Agreement shall apply.
11. Miscellaneous. At any time, Dell may audit Partner’s registrations for compliance, including, but not limited to, verification of any
reports, documents or information Partner submitted in connection with its opportunities under this Registration Program. Dell may deny
any opportunity or registration that it believes does not conform to these Guidelines or the Agreement. Dell may, without prior notice,
immediately suspend or terminate Partner’s participation in the Registration Program or Dell OEM Partner Program if Partner submits
registration information that is inaccurate, incomplete, fraudulent, or if the information causes damage, embarrassment or adverse
publicity to Dell. Dell’s records and systems shall be authoritative and conclusive for purposes of approving all registrations and
administering the Registration Program. Dell reserves the right to interpret these Guidelines and approval or rejection of a registration
submission in its sole discretion. Dell’s decisions will be non-negotiable and final. Dell does not guarantee the success or closure of any
registered opportunities. The Registration program cannot be combined with any benefits, promotions, or offers. Dell reserves the right to
modify or terminate the Registration Program, including its eligibility criteria, benefits, and terms and conditions, with or without notice. If
Partner continues to participate in the Registration Program, such participation will constitute Partner’s binding acceptance of the
modifications.
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
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Dell OEM Partner Program Agreement
Attachment 3
DELL OEM PARTNER PROGRAM LOGO USAGE TERMS AND CONDITIONS (U.S. & CANADA)
The download and use of the Logo (defined below) is conditioned upon and governed by the following terms and conditions:
1. Definitions.
1.1. “Licensee” means a partner in the United States or Canada that is and remains in good standing in the Dell OEM Partner Program.
1.2. “Logo” means (a) with respect to OEM Registered Partners, the Dell OEM Partner logo depicted in the Logo Guidelines; with respect
to OEM Preferred Partners, the Dell OEM Preferred Partner logo depicted in the Logo Guidelines; and with respect to OEM Premier
Partners, the Dell OEM Premier Partner logo depicted in the Logo Guidelines, or (b) such additional or replacement logo(s) as Dell may
provide from time to time under these Terms and Conditions.
1.3. “Logo Guidelines” means the Dell OEM Partner Program Logo Guidelines attached hereto as Exhibit A, which is incorporated into
these Terms and Conditions.
2. Dell hereby grants to Licensee a limited, non-transferable, non-assignable, non-sublicensable, non-exclusive, and revocable license to
use the Logo solely in connection with the advertising and marketing of Dell products and services to OEM Customers for resale to end
users and to use the Logo on Licensee’s business cards, stationery (including e-mail signatures), and website. Licensee shall not use or
display the Logo on its invoices, bills, or shipping memos. All rights not expressly granted herein are reserved by Dell.
3. Licensee shall use the Logo in accordance with the Logo Guidelines. Licensee may not use a Logo or any other Dell logo obtained from
any source other than Dell, and shall not modify or alter the Logo in any way.
4. Licensee shall not use the Logo in connection with any activity that is unlawful, libelous, defamatory, obscene, or inflammatory; that
disparages Dell or Dell's products or services; that is deemed objectionable by Dell in its sole discretion; or that in any way infringes the
intellectual property or other rights of any person or entity.
5. Licensee shall not use the Logo in any manner that is likely to create the impression that Licensee is a legal partner, affiliate, or
franchisee of Dell, or is otherwise related to Dell. Licensee will clearly and prominently identify itself in its offers, advertising, marketing,
promotional materials, and on its business cards, stationery (including e-mail signatures), and its website.
6. Licensee acknowledges that Dell owns all rights in and to the Logo, and agrees that it will not contest the validity of Dell's rights, either
during or after the license term. Licensee will indemnify and hold Dell harmless against any and all claims, actions, or demands relating to
its business activities or the use of the Logo in connection with such activities or otherwise.
7. Dell shall have the right, at any time and without prior notice to Licensee, to review any advertising, marketing, or other materials on
which Licensee may use the Logo. If any portion of such materials does not conform to these Terms and Conditions, Dell shall have the
right to require Licensee to make changes in such materials that Dell may request. Licensee shall make such changes within ten (10) days of
receiving Dell’s request and shall cease use of the unaltered versions of the materials to which the change pertains.
8. Dell may immediately suspend or terminate Licensee's right to use the Logo for violation of any of these Terms and Conditions, or any
terms and conditions governing Licensee's participation in the Dell OEM Partner Program or provision of Dell products or services, or for
any other reason that Dell deems appropriate. Upon such suspension or termination, Licensee shall immediately cease use of the Logo or
any similar mark, name, or logo, including, without limitation, any name or mark containing the term "Dell."
9. These Terms and Conditions do not grant by implication, estoppel, or otherwise, any license to any Dell technology, intellectual or
proprietary rights other than the permitted use of the Logo pursuant to Section 2. Licensee may not use any other Dell logo or trademark
without express, written agreement from Dell.
10. Licensee recognizes and acknowledges that its breach of these Terms and Conditions will cause Dell irreparable harm for which
monetary damages will be inadequate. Licensee agrees that Dell shall be entitled to an injunction to restrain Licensee from such breach or
threatened breach. Nothing in this section shall be construed as preventing Dell from pursuing any remedy at law or in equity for any
breach or threatened breach of these Terms and Conditions.
11. Dell reserves the right to modify these Terms and Conditions at any time without prior notice.
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
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Attachment 3
Exhibit A
Dell OEM Partner Program Logo Guidelines
Adobe Acrobat
Document
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
Page 12 of 15
Dell OEM Partner Program Agreement
Attachment 4
DELL OEM PREMIER AND PREFERRED PARTNER RETURN POLICY (U.S. ONLY)
Product may be returned within thirty (30) days of Dell shipment (which shall include direct shipment from a distributor at Dell’s request)
for a credit of the purchase price paid (less any shipping and handling charges and any applicable restocking fees), subject to the following
terms and conditions:
1. Product may be returned if (i) Dell shipped wrong or damaged product to you, (ii) the product has a defect that is covered under Dell's
Limited Warranty, or (iii) your OEM Customer canceled or modified its order with you (requires documentation from OEM Customer and
written approval from Dell).
2. This Return Policy applies only to U.S OEM Preferred Partners and Premier Partners (each a “Partner” and collectively “Partners”)
participating in the Dell OEM Partner Program.
3. Except for returns made pursuant to Section 1(i) or 1(ii), returns can be subject to a restocking fee of up to 15% of the purchase price
paid, plus any applicable sales tax.
4. Credit for partial returns may be less than invoice or individual component prices due to packaged, bundled or promotional pricing
associated with your original purchase.
5. Fees associated with custom projects or custom solutions (including but not limited to custom services and support) are not
recoverable under this Return Policy.
6. Before returning the product, you must contact Dell directly to obtain a Return Material Authorization Number that must be included
with the return. Any product returned to Dell without prior authorization from Dell will be considered an unauthorized return, and Dell will
not issue a credit nor ship the product back to you.
7. You must return product to Dell in its original or equivalent packaging. Additionally, you are responsible for shipping the product to
Dell at your own expense. You will insure the shipment or accept the risk of loss or damage during shipment.
8.
Additional fees may apply, if you fail to follow this Return Policy or the return or exchange instructions provided by Dell.
9. Before you return product to Dell, make sure to back-up any data on the hard drive(s) and on any other storage device in the product.
Remove any and all confidential, proprietary, and personal information as well as removable media such as flash drives, CDs, and PC Cards.
Dell is not responsible for any confidential, proprietary, or personal information; lost or corrupted data; or damaged or lost removable
media that may be included with your return.
10. Return Policy Exclusions (the following products and software may not be returned):
a.
Any product that is damaged or modified by you or others on your behalf;
b.
Third-party branded products that Dell is not permitted to return to its suppliers;
c.
Discontinued (End of Life) products;
d. Custom solutions, including but not limited to non-standard Dell hardware configurations; hardware with customized bezel or
chassis; and any other hardware or software products that have been customized uniquely for or requested by Partner or OEM
Customer; and
e. Any exceptions to Dell’s return policy at www.dell.com/returnpolicy are also excluded from this Return Policy; provided,
however, (a) you may return Dell SonicWALL and SonicWALL-branded hardware and software products within thirty (30) days of Dell
shipment and (b) you may return Dell Wyse and Wyse-branded hardware products within thirty (30) days of Dell shipment, provided
the Dell Wyse and Wyse-branded hardware products are in their original, unopened packaging.
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
Page 13 of 15
Dell OEM Partner Program Agreement
Attachment 5
DELL CAMPAIGN BUILDER AND DELL IMAGE BANK TERMS AND CONDITIONS (U.S. & CANADA)
These Terms and Conditions (this “Attachment”) shall govern your (“Partner” or “you”) access to and use of the Dell Campaign Builder and
Dell Image Bank (either and both are referred to herein as “Tool”) in connection with the OEM Partner Program (“Program”).
1. License Grant for Access to and Use of Dell Campaign Builder. Subject to the terms and conditions of this Attachment, Dell hereby
grants you, for such time as you remain a current participant in the Program, a limited, non-exclusive, non-assignable, non-sublicensable,
non-transferable, and revocable license to access and use the Tool, Materials, and Images solely to advertise and promote: (a) Dell products
and services and (b) Partner’s provision of Dell products and services to those customers that Partner is authorized to sell to under the Dell
OEM Partner Program Terms and Conditions. “Materials” means advertising materials, including but not limited to print, point-of-sale,
signage, and e-mail marketing materials, created or provided by Dell through the Dell Campaign Builder. “Images” means downloadable
advertising media and image files, including, but not limited to, Dell copyrighted images, whitepapers, videos, and specifications or
descriptions of Dell products and services, provided by Dell through the Dell Image Bank. In addition, for such time as Partner remains in
good standing in the Program, and subject to the terms and conditions of this Attachment, Dell hereby grants to Partner a non-exclusive,
non-assignable, non-transferable, limited license to modify and use only the designated Materials that contain placeholders permitting
Partner to incorporate customized text and images created by Partner (the “Customized Materials”). Partner shall not make any
modifications to the Materials except as provided above and will not make any adaptations thereto or derivative works thereof. Use of the
“Dell OEM Partner Program”, “Dell OEM Partner”, “Dell OEM Preferred Partner”, or “Dell OEM Premier Partner” logos in connection with
the Tool, Materials, or Customized Materials shall be governed by the Dell OEM Partner Program Logo Usage Terms and Conditions (U.S. &
Canada).
2.
Restrictions and Covenants.
2.1. Partner may not use Materials or Images obtained from any source other than the Tool, and shall not modify or alter the Images in any
way or make any adaptations thereto or create any derivative works thereof.
2.2. Partner may only use the Materials, Images and Tool in connection with Partner’s business. Partner shall not use the Materials,
Images, or Tool in connection with any activity that is unlawful, libelous, defamatory, obscene, disparages Dell or Dell’s products or
services, or that in any way infringes the intellectual property or other rights of any person or entity.
2.3. Partner covenants that it shall only use the Materials, Customized Materials, Images, and Tool (a) as expressly permitted by this
Attachment and (b) in compliance with all laws including, but not limited to, the federal Controlling the Assault of Non-Solicited
Pornography and Marketing Act of 2003, and all other federal, state and provincial laws concerning commercial advertising messages,
defamation, and intellectual property rights.
2.4. Partner shall only use the Materials, Customized Materials, Images, and Tool in conformance with best accepted industry standards
and practices and shall not use them in any manner that suggests or implies that the advertisements or promotional or marketing materials
created by Partner come from or are placed by Dell. Partner will clearly and prominently identify itself in Partner’s offers, advertising,
marketing, and promotional materials.
2.5. Partner shall not use the Materials or Images in any manner that is likely to create the impression that Partner is in a legal partnership
or that Partner is an affiliate or a franchisee of Dell or is otherwise related to Dell. Nothing in this Attachment will or shall be deemed to
create a legal partnership, joint venture, or other combination between Dell and Partner. Partner and Dell are independent contractors.
Partner shall not make any warranties or representations or assume any obligations on behalf of Dell.
2.6. Partner shall not incorporate into the Customized Materials any materials that constitute the unauthorized use of name or likeness of
any person, libel, slander, defamation, disparagement, piracy, plagiarism, idea misappropriation, infringement of copyright title, slogan, or
other property right including trademarks, and any invasion of the right of privacy.
3.
Ownership of Intellectual Property
3.1. As between Dell and Partner, Dell shall remain the sole and exclusive owner of any trademark, trade name, service mark, or trade
designations that Dell uses in connection with its business (“Dell Marks”) and all copyright, trademark, and other proprietary rights in and
to the Materials, Images and the Tool (collectively, “Dell Intellectual Property”). For the avoidance of doubt, Dell Intellectual Property
includes, without limitation, the Dell Marks. Partner will not contest the validity of Dell’s rights either during the term of this Agreement or
following the termination thereof. Dell reserves all rights to Dell Intellectual Property not expressly granted to Partner herein.
3.2. Partner may develop Customized Materials, consistent with the limitations identified above, that incorporate the Materials owned by
Dell. Partner shall remain the sole and exclusive owner of any trademark, trade name, service mark, or trade designations that Partner
uses in connection with its business and all copyright, trademark, and other proprietary rights in and to the Customized Materials; provided
however that any Dell Intellectual Property embedded or contained within the Customized Materials shall remain the sole and exclusive
property of Dell. Partner shall not incorporate any third-party intellectual property into the Customized Materials without appropriate
rights to use such third-party intellectual property.
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
Page 14 of 15
3.3. Dell shall have the right to approve or reject any Customized Materials, in its sole discretion. Dell is not required to approve any
Customized Materials in advance. To the extent that Dell does not approve of any Customized Materials, Dell shall notify Partner and
Partner shall immediately cease using such Customized Materials.
4. Access to Tools.
Partner may access the Materials and Images at www.dell.com/partner/campaignbuilder and
www.dell.com/partner/imagebank. Access to the Tool, Materials and Images may be unavailable without notice at certain times, including
when systems require maintenance or upgrades, or in the case of unforeseen circumstances. Dell will not be liable for the unavailability of
the Tool, Materials or Images or for any damages, whether direct or indirect, that may result from such unavailability.
5. Modification, Suspension, and Termination. This Attachment and Partner’s access to the Materials, Images, and Tool may be
modified, suspended, or terminated, as applicable, by Dell in its sole discretion, with or without cause, and without prior written notice.
This Attachment shall automatically terminate when Partner’s participation in the Program ends. All provisions of this Attachment that by
their nature are intended to survive the Attachment termination shall survive. Upon termination of this Attachment, or the suspension or
termination of Partner’s access to the Materials, Images or Tool, for any reason, Partner shall immediately cease using the Tool, Images,
and Materials, as applicable, whether the Materials or Images are used individually or incorporated into the Customized Materials.
6.
Representations and Warranties
6.1. Partner represents and warrants that it is authorized, empowered, and able to enter into and fully perform its obligations under this
Attachment and that neither this Attachment nor the fulfillment thereof by Partner infringes upon the rights of any third party.
6.2. DISCLAIMER. THE MATERIALS, IMAGES, AND TOOL ARE PROVIDED BY DELL “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY
OR CONDITION, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OR CONDITION OF
MERCHANTABILITY (OR MERCHANTABLE QUALITY (FOR CANADA)) OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY
REGARDING THE UNAUTHORIZED USE OF NAME OR LIKENESS OR PERSONA OF ANY PERSON, LIBEL, SLANDER, DEFAMATION,
DISPARAGEMENT, PIRACY, PLAGIARISM, IDEA MISAPPROPRIATION, INFRINGEMENT OF COPYRIGHT TITLE, SLOGAN, OR OTHER PROPERTY
RIGHT INCLUDING TRADEMARKS, AND ANY INVASION OF THE RIGHT OF PRIVACY.
7.
Indemnification by Partner
Partner shall defend, indemnify and hold Dell and its subsidiaries, affiliates, parents, successors, and assignees harmless from and against
any loss, damage, liability, claim, demand, suit, and expense (including reasonable attorneys’ fees and costs) which may be incurred by Dell
as the result of any claim, suit, or proceeding made or brought against Dell by a third party based upon (a) any breach of Partner’s
representations, warranties or covenants under this Attachment; (b) Partner’s alleged infringement of a third party’s intellectual property
rights; (c) any representations or materials used or incorporated by Partner in the Customized Materials, Images, or Materials; and (d) any
false, deceptive or misleading description, depiction, or comparison of the product(s) or service(s) of Dell or Partner and/or any competitive
product(s) or service(s) used or incorporated by Partner in the Customized Materials, Images, or Materials.
8. Limitation of Liability. IN NO EVENT WILL DELL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OF DATA, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. THE MAXIMUM TOTAL LIABILITY OF DELL IN CONNECTION WITH THIS
ATTACHMENT OR ARISING FROM USE OF THE TOOL OR ANY OF THE MATERIALS, CUSTOMIZED MATERIALS OR IMAGES WILL BE $100 USD.
The foregoing limitations, exclusions and disclaimers shall apply, regardless of whether the claim for such damages is based in contract,
warranty, strict liability, negligence, tort or otherwise. The parties agree that the limitations on liabilities set forth herein are agreed
allocations of risk constituting in part the consideration for Dell providing access to the Tool, Materials, Customized Materials, and Images,
and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy and even if a party has been advised
of the possibility of such liabilities.
9. Equitable Relief. Partner recognizes and acknowledges that Partner’s breach of these terms and conditions will cause Dell irreparable
harm for which monetary damages will be inadequate. Partner agrees that Dell shall be entitled to an injunction to restrain Partner from
such breach or threatened breach. Nothing contained herein shall be construed as preventing Dell from pursuing any remedy at law or in
equity for any breach or threatened breach of this Attachment.
Dell OEM Partner Program Agreement (U.S. & Canada)(Rev 050515)
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